Union Bankshares Corporation (NASDAQ:UBSH) Files An 8-K Results of Operations and Financial ConditionItem 2.02 Results of Operations and Financial Condition.
Information regarding the results of operations or financial condition of Union Bankshares Corporation (the “Company”) that is disclosed in Item 7.01 below is incorporated into this Item 2.02 by reference.
Item 7.01 Regulation FD Disclosure.
On June 29, 2018, Union Bank & Trust (“Union”), the Company’s wholly-owned bank subsidiary, entered into an agreement with Centennial Bank (“Centennial”) and Home Bancshares, Inc. (“Home”), Centennial’s parent company, to sell substantially all of the assets and certain specific liabilities of Union’s Shore Premier Finance division, consisting primarily of marine loans totaling approximately $383.4 million, for a purchase price consisting of approximately $374.5 million in cash, subject to certain post-closing adjustments, and 1,250,000 shares of Home’s common stock. Home has agreed for a limited time to pay additional cash consideration to the Company to the extent any sales of Home common stock by the Company, following satisfaction of any required holding periods or other requirements under the Securities Act of 1933, are at prices lower than the agreed upon value of the common stock at the time of entry into the agreement. The purchase of the loans was completed on June 29, 2018 and became effective at the end of the day on June 30, 2018. The sale generated an after tax gain of approximately $16 million net of transaction and other related costs. The Company anticipated that Shore Premier Finance would have generated approximately $6 million in net income for Union in fiscal year 2018.
Also on June29, 2018, Union sold approximately $206 million in consumer home improvement loans that had been originated through a third-party lending program. These loans had an average yield of approximately 3.80% and were sold at par.
Certain statements in this Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact, are based on certain assumptions as of the time they are made, speak only as of the date made, and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Such statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of the Company and Union Bank and their management about future events. Although each company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements will not differ materially from any projected future results, performance, or achievements expressed or implied by such forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors including unforeseen external factors. The Company and Union Bank undertake no obligation to update any forward-looking statement.
About Union Bankshares Corporation (NASDAQ:UBSH)
Union Bankshares Corporation, formerly Union First Market Bankshares Corporation, is a financial holding company and a bank holding company. The Company offers financial services through its community bank subsidiary, Union Bank & Trust and three non-bank financial services affiliates. The Company’s non-bank financial services affiliates are Union Mortgage Group, Inc. (UMG), Union Investment Services, Inc. and Union Insurance Group, LLC. The Company operates through two segments: its traditional full service community banking business and its mortgage banking business. The community bank segment includes one subsidiary bank, which provides loan, deposit, investment and trust services to retail and commercial customers throughout its over 131 retail locations in Virginia. The mortgage segment includes UMG, which provides a range of mortgage loan products in Virginia, North Carolina, South Carolina, Maryland, and the Washington D.C. metro area.
